DELAWARE GROUP EQUITY FUNDS II, INC.
Decatur Equity Income Fund (formerly Decatur Income Fund)
Growth and Income Fund (formerly Decatur Total Return Fund)
Supplement to the current Prospectus
The Board of Directors of Delaware Group Equity Funds
II, Inc. (the Company ) unanimously voted, subject to
shareholder approval, to adopt a new Investment Management
Agreement between the Company and Delaware Management Company
(the Manager ) for each Fund listed above.
Under the current Investment Management Agreement for
the Decatur Equity Income Fund, that Fund pays the Manager an
annual fee equal to 0.60% on the first $100 million, 0.525% on
the next $150 million, 0.50% on the next $250 million, and 0.475%
on assets over $500 million (all calculated as a percentage of
the Fund s average daily net assets less independent directors
fees). Under the current Investment Management Agreement for the
Growth and Income Fund, that Fund pays the Manager an annual fee
equal to 0.60% on the first $500 million, 0.575% on the next $250
million, and 0.55 % on assets over $750 million (all calculated
as a percentage of the Fund s average daily net assets less
independent directors fees).
Under the proposed Investment Management Agreements,
each Fund will pay the Manager an annual fee equal to 0.65% on
the first $500 million, 0.60% on the next $500 million, 0.55% on
the next $1.5 billion, and 0.50% on assets over $2.5 billion (all
calculated as a percentage of the Fund s average daily net
assets).
Individuals who were shareholders of these Funds on
December 21, 1998 will be asked to approve the proposed
Investment Management Agreement for their Fund at a Joint
Annual/Special Meeting of Shareholders to be held on or about
March 17, 1999. The proposed management fee is expected to
become effective on or about April 1, 1999 if shareholders
approve the proposed Investment Management Agreements.
